0000792987-02-000060 Sample Contracts

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER
Credit Agreement • August 14th, 2002 • Astec Industries Inc • Construction machinery & equip • Illinois

This Amendment and Waiver (this "Amendment") is entered into as of August 7, 2002, by and among Astec Industries, Inc., a Tennessee corporation ("Astec"), Astec Financial Services, Inc., a Tennessee corporation ("AFS" and together with Astec, the "Borrowers"), Bank One, NA, individually and as agent ("Agent"), and the other financial institutions signatory hereto.

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Third Amendment Agreement to Re: Note Purchase Agreements Dated as of September 10, 2001 and 7.56% Secured Notes due September 10, 2011
Third Amendment Agreement • August 14th, 2002 • Astec Industries Inc • Construction machinery & equip • Illinois

Reference is made to (i) the separate Note Purchase Agreements each dated as of September 10, 2001 as amended by the First Amendment Agreement dated as of March 12, 2002, (the "First Amendment Agreement") among the Obligors (defined below) and each of you and as amended by the Second Amendment Agreement dated as of May 13, 2002, (the "Second Amendment Agreement") among the Obligors and each of you (the "Existing Note Purchase Agreements" and, as amended hereby, the "Note Purchase Agreements"), among Astec Industries, Inc., a Tennessee corporation (the "Company"), Astec Financial Services, Inc., a Tennessee corporation ("Financial" and, together with the Company, the "Obligors"), and the holders named on Schedule A attached thereto, respectively, (ii) the $80,000,000 aggregate principal amount of 7.56% Senior Secured Notes due September 10, 2011 of the Obligors, as amended by the First Amendment and by the Second Amendment Agreement (the "Existing Notes") and (iii) the Pledge Agreement

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